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UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

THE ESTÉE LAUDER COMPANIES INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý No fee required.

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which tis calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box i f any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee wa previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:


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(3) Filing Party:

(4) Date Filed: Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays acurrently valid OMB control number.


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Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders. It will be held in New York City on Friday, November 14, 2014, at 1local time, at the JW Marriott Essex House New York, where we will ask you to vote on the election of five nominees as directors to serve until thAnnual Meeting of Stockholders, to vote on the ratification of the Audit Committee's appointment of KPMG LLP as independent audi tors for theyear, and to vote to approve executive compensation on an advisory basis.

Please vote your shares using the Internet or telephone, or by requesting a printed copy of the proxy materials and completing and returning proxy card you will receive in response to your request. Instructions on each of these voting methods are outlined in the enclosed Proxy Statemevote as soon as possible.

I look forward to seeing you at the Annual Meeting.

YOUR VOTE IS IMPORTANT. PLEASE PROMPTLY SUBMIT YOUR PROXYBY INTERNET, TELEPHONE, OR MAIL.

The Estée Lauder Companies Inc.767 Fifth Avenue New York, New York 10153

William P. Lauder Executive Chairman

September 24, 201


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THE ESTÉE LAUDER COMPANIES INC.767 Fifth Avenue

New York, New York 10153NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Date and Time:

Friday, November 14, 2014, at 10:00 a.m., local time

Place:

JW Marriott Essex House New York Grand Salon160 Central Park South New York, New York

Items of Business:

1. To elect the five nominees as directors to serve until the 2017 Annual Meeting of Stockholders;

2. To ratify the Audit Committee's appointment of KPMG LLP as independent auditors for the 2015 fiscal year; and

3. To provide an advisory vote to approve executive compensation.

We also will transact such other business as may properly come before the meeting and any adjournments or postponements of the meeting.

THE BOARD OF DIRECTORS URGES YOU TO VOTE BY INTERNET OR BY TELEPHONE OR BY REQUESTING A PRINTED COPY OTHE PROXY MATERIALS AND COMPLETING AND RETURNING BY MAIL THE PROXY CARD YOU WILL RECEIVE IN RESPONSE TOREQUEST.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2014 ANNUAL MEETING OFSTOCKHOLDERS TO BE HELD ON NOVEMBER 14, 2014: The Company's Proxy Statement for the 2014 Annual Meeting of Stockholders anAnnual Report to Stockholders for the fiscal year ended June 30, 2014 are available atwww.envisionreports.com/EL .

By Order of the Board of Directors

SPENCER G. SMULSenior Vice President,

Deputy Genera l Counsel and Secretary

New York, New York September 24, 2014


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TABLE OF CONTENTS

Proxy Statement Summary 1Questions and Answers about the Annual Meeting and Voting 4ELECTION OF DIRECTORS (Item 1) 8Board of Directors 8

NOMINEES FOR ELECTION TO TERM EXPIRING 2017 (CLASS III) 8INCUMBENT DIRECTORS – TERM EXPIRING 2015 (CLASS I) 10INCUMBENT DIRECTORS – TERM EXPIRING 2016 (CLASS II) 12

Additional Information Regarding the Board of Directors 15Stockholders' Agreement and Lauder Family Control 15 Board Committees 16Compensation Committee Interlocks and Insider Participation 17

Board and Board Committee Meet ings; Attendance at Annual Meetings; Executi ve Sessions 17 Board Leadership St ructure 17 Board Role in Risk Oversight 18 Risk in Compensati on Programs 18 Director Qual ifications 18 Board Membership Criteria 22 Board Independence St andards for Directors 22Communications with the Board 24

Director Nominees Recommended by Stockholders 24Corporate Governance Guidelines and Code of Conduct 24Section 16(a) Beneficial Ownership Reporting Compliance 24Policy and Procedures for the Review of Related Person Transactions 25

Certain Relationships and Related Transactions 26Director Compensation 31Ownership of Shares 35Executive Compensation 44

Compensation Discussion and Analysis 44Compensation Committee and Stock Plan Subcommittee Report 64Summary Compensation Table 65

Employment Agreements 68Grants of Plan-Based Awards in Fiscal 2014 70Outstanding Equity Awards at June 30, 2014 72Option Exercises and Stock Vested in Fiscal 2014 74

Pension Benef its 75 Nonquali fied Deferred Compensation in Fisca l 2014 and a t June 30, 2014 76 Potential Payments Upon Termination of Employment or Change of Contro l 77

Audit Committee Report 86RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Item 2) 87

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (Item 3) 88Proxy Procedure and Expenses of Solicitation 89Stockholder Proposals and Director Nominations for the 2015 Annual Meeting 89Other Information 90Annex A – Reconciliation of Non-GAAP Financial Measures A-1


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PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain al l of the information that yoconsider, and you should read the entire Proxy Statement before voting.

2014 Annual Meeting o f Stockholders

Voting Matters

irector Nominees

The following table provides information about the Class III Director Nominees standing for election to serve until the 2017 Annual Meet ingStockholders. Information about all the Directors can be found in this Proxy Statement beginning on page 8.

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Date and Time: November 14, 2014 at 10:00 a.m.

Place: JW Marriott Essex House New York Grand Salon160 Central Park South New York, New York

Items of Business Board

Recommendation Proxy Statement

Disclosure1. Election of Class III Directors FOR

each director nominee Page 8

2. Ratification of Appointment of KPMG LLP as Independent Auditors FOR Page 87

3. Advisory Vote to Approve Executive Compensation FOR Page 88

Nominee Current Position Committee MembershipCharlene Barshefsky Senior International Partner, WilmerHale Nominating and Board Affairs Committee

Wei Sun Christianson Managing Director and Co-Chief ExecutiveOfficer of Asia Pacific and Chief ExecutiveOfficer of China at Morgan Stanley

Nominating and Board Affairs Committee

Fabrizio Freda President and Chief Executive Officer of The Estée Lauder Companies Inc.

None

Jane Lauder Global Brand President, Clinique None

Leonard A. Lauder Chairman Emeritus of The Estée Lauder Companies Inc.

None


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Executive Compensat ion Highlights

As noted in the "Compensation Discussion and Analysis" below, our overall Company performance is attributable to the ongoing determinatcollective talents and efforts of our executive officers, other members of management, and all of our employees. We continue to successfully exeour long-term strategy and, in fiscal 2014, achieved several record results and milestones, including $10.79 bil lion in adjusted net sales, 16.1% ioperating margin, and over $1.5 billion in cash flow from operations. Highlights of our recent performance include:

In fiscal 2014, we also raised the common stock dividend 11%, repurchased 9.6 million shares for $667 million, and used $510 million of caoperations for capital expenditures. Over the five-year period ended June 30, 2014, the total market value of the Company increased by 342% or

approximately $22 billion. The following summarizes certain executive compensation decisions that affected compensation in, or relating to, fiscal 2014:

• The Compensation Committee authorized increases in compensation for fiscal 2014 for the President and Chief Executive Officer aother Named Executive Officers ("NEOs"), in recognition of strong and sustained individual and Company performance. On averag2014 target compensation for the NEOs increased less than 3%.

• Mr. Freda's base salary remained at $1.75 million, his bonus opportunity was increased to $4.0 million, and his equity target was in$6.75 million, resulting in target direct annual compensation of $12.5 million for fiscal 2014, an increase of 4.2% from fiscal 2013.

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Financial Metric Fiscal 2014 Change overPrior Year

3-YearCompound Annual

Growth Rate(or Basis PointImprovement)

5-YearCompound Annual

Growth Rate(or Basis PointImprovement)

Net Sales $10.97 bill ion 7.7% 7.6% 8.4% Net Sales as

adjusted (1) $10.79 billion 6.0% 7.0% 8.0%Operating Margin 16.7% +170bp +430bp +1,100bp

Operating Margin a sadjusted (1) 16.1% +90bp +310bp +910bp

Diluted EPS $3.06 18.6% 20.7% 40.9% Diluted EPS as

adjusted (1) $2.95 11.5% 16.9% 33.0%Return on Invested

Capital(2) 24.8% +60bp +270bp +1,430bp

Cash Flow fromOperations $1.54 bil lion 25.2% 14.3% 17.1%TSR 14.2% — 13.6% 37.0%TSR – S&P 500

Composite 24.6% — 16.6% 18.8%

(1) Adjusted results exclude the impact of returns, charges, and adjustments associated with restructuring activities, the accelersales orders in fiscal 2014 by some retailers in advance of the Company's July 2014 implementation of its Strategic ModernInitiative in certain global locations, a charge related to the fiscal 2014 remeasurement of net monetary assets in Venezuelacharge for interest expense on debt extinguishment in fiscal 2013. See Annex A for reconciliation information about these nfinancial measures.

(2) Excludes returns, charges, and adjustments associated with restructuring activities in each period.


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• Our NEOs achieved fiscal 2014 payout percentages under the Executive Annual Incentive Plan ranging from 113.7% to 125% out o possible maximum of 150% of target bonus opportuni ties.

• The stock-based compensation awarded to our NEOs in fiscal 2014 was based on target grant levels and an assessment of each offic performance and his or her expected future contributions. The Stock Plan Subcommittee (the "Subcommittee") shifted the allocatiototal value of annual equity grants for executive officers to increase the weighting on performance share units ("PSUs"), while main balance among mot ivating the executive officers, rewarding performance, mitigating risk, and helping the executive officers increaequity ownership. The current equity mix is equally weighted between stock options, restricted stock units, and PSUs. Previously, t been weighted 50%, 25%, and 25%, respectively.

• As a result of the strong performance over the three-year period ended June 30, 2014, the PSUs granted to our executive officers resaggregate payout of 145.3% of target.

• In August 2014, the Subcommittee approved the payout for the market share unit ("MSU") granted to Mr. Freda in February 2011. Bour Company's stock price, which increased by over 60% during the performance period, Mr. Freda received the maximum number (320,000) under this incentive award.

For more complete information about our executive compensation philosophy and approach, please see additional information below in "ExCompensation" including "Compensation Discussion and Analysis."

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THE ESTÉE LAUDER COMPANIES INC.767 Fifth Avenue

New York, New York 10153

September 24, 201

PROXY STATEMENTFOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD NOVEMBER 14, 2014

Annual Meeting and Voting

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of The Estée Lauder Compan"Company," "we," or "us"), a Delaware corporation, to be voted at the Annual Meeting of Stockholders to be held in the Grand Salon at the JW MHouse New York, 160 Central Park South, New York, New York, on Friday, November 14, 2014, at 10:00 a.m., local time, and at any adjournmen postponement of the meeting. The approximate date on which this Proxy Statement and form of proxy are first being sent or given to stockholdemade available through the Internet for those stockholders receiving their proxy materials electronically, is September 30, 2014.

Admission to the Meeting

Admission to the meeting will require a ticket. If you are a stockholder of record and plan to attend, please check the appropriate box on the proxy cso indicate when you vote by telephone or Internet, and an admission ticket will be mailed to you. Please bring photo identification if you attendmeeting. If you are a stockholder whose shares are held through an intermediary, such as a bank or broker, and you plan to attend, please request ticket by writing to the Investor Relations Department at The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. Evidownership of shares of our Common Stock on September 15, 2014 (the "Record Date"), which you can obtain from your bank, broker, or other intmust accompany your letter.

Who May Vote?

Only stockholders of record of shares of Class A Common Stock or Class B Common Stock at the close of business on the Record Date are entit lethe Annual Meeting or at any adjournment or postponement of the meeting. Each owner of record of Class A Common Stock on the Record Dateone vote for each share of Class A Common Stock. Each owner of record of Class B Common Stock on the Record Date is entitled to ten votes foof Class B Common Stock. On September 15, 2014, there were 233,009,447 shares of Class A Common Stock and 148,196,137 shares of Class BStock issued and outstanding.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

In accordance with rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to furnish to our stockholders this PrStatement and our Fiscal 2014 Annual Report by providing access to these documents on the Internet rather than mailing printed copies. Accord Notice of Internet Availability of Proxy Materials (the "Notice") is being mailed to our stockholders of record and beneficial owners (other than previously requested printed copies or electronic

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delivery of our proxy materials), which will direct stockholders to a website where they can access our proxy materials and view instructions on honline or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

How do I cast my vote if I am a stockholder of record?

If you are a stockholder of record (which means your shares are registered directly in your name with the Company's transfer agent, Computershayou have a physical stock certificate), you can vote your shares in one of two ways: either by proxy or in person at the Annual Meeting. If you ch by proxy, you may do so by using the Internet or the telephone, or by requesting a printed copy of our proxy materials and complet ing and returthe proxy card you will receive in response to your request.

Whichever method you use, each valid proxy received in time will be voted at the Annual Meet ing in accordance with your instructions. To ensu proxy is voted, it should be received by the close of business on November 13, 2014. If you submit a proxy without giving instructions, your shavoted as recommended by the Board of Directors.

How do I cast my vote if my shares are held in "street name"?

If you are a beneficial owner of shares held in a stock brokerage account or by a bank or other nominee (i.e. in "street name"), you are invited to aAnnual Meeting. However, since you are not a stockholder of record, you may not vote these shares in person at the Annual Meet ing unless you byou a legal proxy from the stockholder of record. A legal proxy may be obtained from your broker, bank, or nominee.

If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote over the Internet by following the instructioin the Notice, or, if you requested to receive printed proxy materials, you will receive voting instructions from your broker, bank, or nominee desavailable processes for voting your stock.

If your shares are held for you by a broker, your broker must vote those shares in accordance with your instructions. If you do not give voting insyour broker, your broker may vote your shares for you on any discretionary items of business to be voted upon at the Annual Meeting, i.e. the ratthe appointment of KPMG LLP (Item 2).

Important Consideration for "street name" holders. You must instruct your broker if you want your shares to be counted in the election of directors Annual Meeting (Item 1) and the advisory vote to approve executive compensation (Item 3). New York Stock Exchange rules prevent your brokevoting your shares on these matters without your instructions. Please follow the instructions provided by your broker so that your vote can be co

May I change my vote?

All proxies delivered pursuant to this solicitation are revocable at any time before they are exercised at the option of the persons submitting themwritten not ice to the Secretary of the Company at the mailing address set forth below, by submitting a later-dated proxy (either by mail, telephonInternet) or by voting in person at the Annual Meeting. The mailing address of our principal executive offices is 767 Fifth Avenue, New York, Ne10153.

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ELECTION OF DIRECTORS(Item 1)

Board of Directors

Currently, the Board of Directors is comprised of fifteen directors. The directors are divided into three classes, each serving for a period of thr

The stockholders elect one class of the members of the Board of Directors annually. The directors whose terms will expire at the 2014 AnnuaStockholders are Charlene Barshefsky, Wei Sun Christianson, Fabrizio Freda, Jane Lauder, and Leonard A. Lauder, each of whom has been nomin

stand for re-election as a director at the 2014 Annual Meeting, to hold office until the 2017 Annual Meeting and unt il his or her successor is elecqualified. In the unanticipated event that one or more of these nominees is unable or declines to serve for any reason, the Board of Directors maynumber of directors or take action to fill the vacancy or vacancies. In addition to the di rector biographies below, see "Additional Information RegBoard of Directors – Director Qualifications" below.

The Board recommends a vote FOR each nominee as a di rector to hold office until the 2017 Annual Meeting. Proxies received by the Board will be sovoted unless a contrary choice is specified in the proxy.

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NOMINEES FOR ELECTION TO TERM EXPIRING 2017 (CLASS III)

Charlene Barshefsky

Director since 2001Age 64

Ambassador Barshefsky is Senior International Partner at the law firm of WilmerHale in WashinD.C. Prior to joining the law firm, she was the United States Trade Representative from 1997 toand Deputy United States Trade Representative and Acting United States Trade Representative1993 to 1996. Ambassador Barshefsky is also a director of American Express Company, StarwoHotels & Resorts Worldwide, Inc., and Intel Corporation. In addition, she is a member of the CoForeign Relations and a Trustee of the Howard Hughes Medical Institute.

Ambassador Barshefsky is a member of the Nominating and Board Affairs Committee.


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Wei Sun Christianson


Ms. Christianson is a Managing Director and Co-Chief Executive Officer of Asia Pacific and CExecutive Officer of China at Morgan Stanley based in Beijing. In addition to her regional roleMs. Christianson is responsible for all aspects of Morgan Stanley's operations in China and is amember of Morgan Stanley's Management Committee. Prior to rejoining Morgan Stanley in 20was the Chairman of China for Citigroup Global Markets (Asia Ltd.) and previously served asChairman of China and Country Manager for Credit Suisse First Boston. Ms. Christianson heldearlier position at Morgan Stanley beginning in 1998 as Executive Director and BeijingRepresentative. She was previously an Associate Director of the Corporate Finance DepartmenHong Kong Securities and Finance Commission (SFC) where she was instrumental in developiregulatory framework for the public listing of Mainland Chinese securities in Hong Kong. She worked as an attorney in the New York offices of Orrick, Herrington & Sutcliffe LLP. Ms. Chrisalso serves on the Board of Trustees at Amherst College.

Ms. Christianson is a member of the Nominating and Board Affairs Committee.

Fabrizio Freda


Mr. Freda has served as President and Chief Executive Officer of the Company since July 2009this period, he has continued to lead the implementation of our long-term strategy that has resusubstantial increase in our market capitalization. From March 2008 through June 2009, he wasPresident and Chief Operating Officer where he oversaw the Clinique, Bobbi Brown, La Mer, JMalone, Aveda, and Bumble and bumble brands, and the Aramis and Designer Fragrances divialso was responsible for the Company's International Division, as well as Global Operations, Rand Development, Packaging, Quality Assurance, Merchandise Design, Corporate Store Design

Retail Store Operations. Prior to jo ining the Company, Mr. Freda served in a number of positioincreasing responsibility at The Procter & Gamble Company ("P&G"), where he was responsiblvarious operating, marketing, and key strategic efforts for over 20 years. From 2001 through 20Mr. Freda was President, Global Snacks, at P&G. Mr. Freda also spent more than a decade in thand Beauty Care division at P&G. From 1986 to 1988 he directed marketing and strategic planGucci SpA. Mr. Freda is also a member of the Board of Directors of BlackRock, Inc., a globalinvestment manager.


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Jane Lauder


Ms. Lauder has served as Global Brand President, Clinique, since April 2014. Immediately prioshe was Global President, General Manager of the Origins, Ojon, and Darphin brands. From Juluntil July 2010, she was Senior Vice President/General Manager of the Origins brand. From Juluntil July 2008, she was Senior Vice President, Global Marketing for Clinique. From 2003 throJuly 2006, Ms. Lauder was Vice President of Marketing for BeautyBank, where she spearheadecreation and launch of the skin care and cosmetics line, American Beauty , as well as Flirt! Fromthrough 2003, she was Vice President of Marketing for the Stila brand. Ms. Lauder began her cawith the Company in 1996 at Clinique.

Leonard A. Lauder


Mr. Lauder is Chairman Emeritus of the Company. He was Chairman of the Board of Directors f1995 through June 2009 and served as the Company's Chief Executive Officer from 1982 throuand President from 1972 until 1995. Mr. Lauder formally joined the Company in 1958 after seran officer in the United States Navy. Since joining, he has held various positions, including exeofficer positions other than those described above. He is Chairman Emeritus of the Board of Truthe Whitney Museum of American Art, a Charter Trustee of The University of Pennsylvania, a Tof The Aspen Institute, and the co-founder and Co-Chairman of the Alzheimer's Drug DiscoverFoundation. He also served as a member of the White House Advisory Committee on Trade Pol Negotiations under President Reagan.

INCUMBENT DIRECTORS – TERM EXPIRING 2015 (CLASS I)

Rose Marie Bravo, CBE


Ms. Bravo is a retail and marketing consultant. She was Vice Chairman of Burberry Group Plc fJuly 2006 to July 2007. Prior to that, she was Burberry's Chief Executive from 1997 to July 200to her appointment at Burberry, Ms. Bravo was President of Saks Fifth Avenue from 1992, withresponsibility for merchandising, marketing, and product development. From 1974 to 1992, Msheld a number of positions at R.H. Macy & Co., culminating as Chairman and Chief Executiveof the U.S. retailer I. Magnin from 1987 to 1992. Ms. Bravo is also a member of the Board of Dof Tiffany & Co. and of Williams-Sonoma, Inc. She also serves on the Board of Directors of PhoHouse Foundation.

Ms. Bravo is a member of the Compensation Committee and Stock Plan Subcommittee.


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Paul J. Fribourg


Mr. Fribourg is the Chairman and Chief Executive Officer of Continental Grain Company, whicinternational agribusiness and investment company with investments in the poult ry and pork businesses, since July 1997. Mr. Fribourg joined Continental Grain Company (formerly knownContiGroup Companies, Inc.) in 1976 and worked in various positions there with increasingresponsibility in both the United States and Europe. Mr. Fribourg is also a director of LoewsCorporation, Burger King Worldwide, Inc., and Apollo Global Management, LLC. Additionallythe past five years, he served as a director of Smithfield Foods, Inc. He also serves as a member Rabobank's International North American Agribusiness Advisory Board, and as a Board membemember of the Executive Committee of Castleton Commodities International LLC. He has beenmember of the Council on Foreign Relations since 1985.

Mr. Fribourg is a member of the Audit Committee, the Compensation Committee, and the StockSubcommittee.

Mellody Hobson


Ms. Hobson serves as the President of Ariel Investments, LLC (Chicago-based investment manfirm and adviser to the mutual funds offered by the Ariel Investment Trust) since 2000, and as Pand Director of its governing member, Ariel Capital Management Holdings, Inc. She also servePresident (since 2002) and Chairman of the Board of Trustees (Chairman since 2006, trustee sin1993) of the Ariel Investment Trust (registered investment company). Ms. Hobson is also Chairthe Board of DreamWorks Animation SKG, Inc. and a member of the Board of Directors of StarbCorporation. Additionally, within the past five years, she served as a director of Groupon, Inc.Ms. Hobson also works with a variety of civic and professional institu tions, including serving a

Chairman of After School Matters, and as board member of the Chicago Public Education FundSundance Institute.

Ms. Hobson is a member of the Audit Committee.

Irvine O. Hockaday, Jr.


Mr. Hockaday is the former President and Chief Executive Officer of Hallmark Cards, Inc. He reDecember 2001. Prior to jo ining Hallmark in 1983, he was President and Chief Execut ive OfficKansas City Southern Industries, Inc. Mr. Hockaday was a member of the Hallmark Board of Dfrom 1978 until January 2002. He is a di rector of Aratana Therapeutics, Inc. Additionally, withi past five years, Mr. Hockaday served as a director of Crown Media Holdings, Inc., Ford Motor Company, and Sprint Nextel Corporation.

Mr. Hockaday is Presiding Director and Chair of the Audit Committee.


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Barry S. Sternlicht


Mr. Sternlicht is Chairman and Chief Executive Officer of Starwood Capital Group, the privateinvestment firm he formed in 1991 that is focused on global real estate, hotel management, oil energy infrastructure, and securities trading. He also serves as Chairman of Starwood PropertyTrust, Inc., a commercial mortgage REIT, Starwood Waypoint Residential Trust, and TRI PointeHomes. Mr. Sternlicht is a member of the Board of Directors of Restoration Hardware Holdingsand Riviera Holdings Corporation. He is Chairman of the Board of Societé du Louvre and BaccAdditionally, he serves as Chairman of the Board of The Robin Hood Foundation, and is on theof the Dreamland Film & Performing Arts Center and the Executive Advisory Board of Americthe Arts. Mr. Sternlicht is a trustee of Brown University and serves on the boards of numerous ocivic organizations and charities. From 1995 through early 2005, Mr. Sternlicht was Chairman CEO of Starwood Hotels & Resorts Worldwide, Inc., a company he founded in 1995.

Mr. Sternlicht is a member of the Nominating and Board Affairs Committee.

INCUMBENT DIRECTORS – TERM EXPIRING 2016 (CLASS II)

Aerin Lauder


Ms. Lauder is the Creative Director and Chairman of Aerin LLC, a luxury lifestyle brand that shformed in April 2011. She also serves as Style and Image Director for the Estée Lauder brand. FJuly 2004 through April 2011, Ms. Lauder was Senior Vice President, Creative Director for the Lauder brand. From April 2001 through June 2004, she was Vice President of Global Advertisin

the brand. From 1997 through April 2001, she was Executive Director, Creative Marketing, heldefine and enhance the Estée Lauder brand image. From 1995 to 1997, she was Director, CreatiProduct Development for the Estée Lauder brand. Ms. Lauder joined the Company in 1992 as aof the Prescriptives marketing team. She is a member of the Education Committee for the BoardTrustees at The Metropolitan Museum of Art and is a member of the International Council of thMuseum of Modern Art.


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William P. Lauder


Mr. Lauder is Executive Chairman of the Company and, in such role, he is Chairman of the BoaDirectors. He was Chief Executive Officer of the Company from March 2008 through June 200President and Chief Executive Officer from July 2004 through February 2008. From January 20through June 2004, he was Chief Operating Officer. From July 2001 through 2002, he was GrouPresident, responsible for the worldwide business of the Clinique and Origins brands and theCompany's retail store and online operations. From 1998 to 2001, he was President of CliniqueLaboratories, LLC. Prior to 1998, he was President of Origins Natural Resources Inc., and he hathe senior officer of that division since its inception in 1990. Prior thereto, he served in various posit ions since joining the Company in 1986. He is a member of the Board of Directors of JardCorporation. Additionally, within the past five years, Mr. Lauder served as a director of GLGPartners, Inc. and True Temper Sports, Inc. He also currently serves as Chairman of the Board ofFresh Air Fund and a member of the Boards of Trustees of The University of Pennsylvania and TTrinity School in New York City, the Boards of Directors of the 92nd Street Y and the Partnership for New York City, and the Advisory Board of Zelnick Media.

Mr. Lauder is a member of the Nominating and Board Affairs Committee.

Richard D. Parsons


Mr. Parsons is a senior advisor to Providence Equity Partners LLC since 2009. From 1996 untilhe was a director of Citigroup Inc. and served as its Chairman from February 2009 to April 201May 2003 until his retirement in December 2008, he served as Chairman of the Board of TimeWarner Inc. From May 2002 until December 2007, he served as Chief Executive Officer of TimWarner Inc. From January 2001 until May 2002, Mr. Parsons was Co-Chief Operating Officer ofTime Warner. From 1995 until the merger with America On-Line Inc., he was President of TimeWarner Inc. From 1990 through 1994, he was Chairman and Chief Executive Officer of DimeBancorp, Inc. Additionally, within the past five years, Mr. Parsons served as a director of The MSquare Garden Company. He is currently a member of the Board of Lazard Ltd. In May 2014,Mr. Parsons was named Interim CEO of the Los Angeles Clippers. Among his numerous commuactivities, he is Chairman of the Apollo Theatre Foundation, and serves on the Boards of The AMuseum of Natural History and The Museum of Modern Art.

Mr. Parsons is Chair of the Compensation Committee and is a member of the Nominating and BAffairs Committee.


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Lynn Forester deRothschild


Lady de Rothschild has been, since June 2002, the Chief Executive of E.L. Rothschild LLC, a pinvestment company with investments in media, information technology, agriculture, and real eworldwide. Holdings include The Economist Group (UK), real estate and financial services. LaRothschild has been a director of The Economist Newspaper Limited since October 2002. From2007, she was also Co-Chair of FieldFresh Pvt. Ltd., a 50-50 joint venture with Bharti Enterprisestablished to develop the agricultural sector in India. From 1989 to 2002, she was President anExecutive Officer of FirstMark Holdings, Inc., which owned various telecommunications compworldwide. She was Executive Vice President for Development at MetromediaTelecommunications, Inc. from 1984 to 1989, and an associate at the law firm of Simpson, ThaBartlett LLP in New York City until 1984. She is a trustee or board member of the Peterson InstInternational Economics, FAI (Fondo per L'Ambiente Italiano), the ERANDA Foundation (deRothschild family foundat ion), the Alfred Herrhausen Society for International Dialogue of DeBank, the International Advisory Board of Columbia University School of Law, and the AlzheiDrug Discovery Foundation. Lady de Rothschild is a member of the Council on Foreign Relati(USA), Chatham House (UK), the International Advisory Council of Asia House (UK), the InterInstitute of Strategic Studies (UK), and the Foreign Policy Association (USA).

Lady de Rothschild is Chair of the Nominating and Board Affairs Committee.

Richard F. Zannino

Director since 2010

Age 55

Mr. Zannino is a Managing Director at the private equity firm CCMP Capital Advisors, LLC, ahe has held since July 2009. He is on the firm's Investment Committee and co-heads the consumretail, and media practices. Prior to joining CCMP Capital, he was an independent retail and m

advisor from February 2008 to June 2009. He was Chief Executive Officer and a member of theof Directors of Dow Jones & Company, Inc. from February 2006 until his resignation in Januaryshortly after its acquisition by News Corp. Mr. Zannino joined Dow Jones as Executive Vice Prand Chief Financial Officer in February 2001 and was promoted to Chief Operating Officer inJuly 2002. From 1998 to 2001, he was Executive Vice President of Liz Claiborne, Inc., where hoversaw the finance, administration, retail, fragrance, and licensing divisions. From 1993 to 19Mr. Zannino was with Saks Fifth Avenue, serving as Vice President and Treasurer, Senior VicePresident, Finance and Merchandise Planning, and then Executive Vice President and Chief FinOfficer. Mr. Zannino is a director of IAC/InterActiveCorp and Francesca's Holdings CorporationMr. Zannino also serves on the Board of Trustees of Pace University.

Mr. Zannino is a member of the Audit Committee, the Compensation Committee, and the StockSubcommittee.


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Additional Information Regarding the Board of Directors

Stockholders' Agreement and Lauder Family Control. All Lauder Family Members (other than The 4202 Corporation) who beneficially own shCommon Stock have agreed pursuant to a stockholders' agreement with the Company (the "Stockholders' Agreement") to vote all shares benefici by them for Leonard A. Lauder (or for one of his sons), Ronald S. Lauder (or for one of his daughters), and one person, if any, designated by eachof the Company. Aerin Lauder and Jane Lauder are parties to the Stockholders' Agreement solely as trustees of certain trusts. The term "Lauder FMembers" is defined below (see "Certain Relationships and Related Transactions – Lauder Family Relationships and Compensation" below). LaMembers who are parties to the Stockholders' Agreement beneficially owned, in the aggregate, on September 15, 2014, shares of Common Stockapproximately 83% of the voting power of the Company. The right of each of Leonard A. Lauder (or his sons) and Ronald S. Lauder (or his daughdesignate a nominee exists only when he (including his descendants) beneficially owns (other than by reason of the Stockholders' Agreement) shCommon Stock with at least 10% of the total voting power of the Company. Currently, William P. Lauder is the nominee of Leonard A. Lauder, aLauder and Jane Lauder are the nominees of Ronald S. Lauder. The right of each of Leonard A. Lauder (or one of his sons) and Ronald S. Lauder daughters) to be nominated will exist so long as he (including his descendants) beneficially owns shares of Common Stock with at least 5% of thvoting power of the Company. In the event that Leonard A. Lauder ceases to be a member of the Board of Directors by reason of his death or disahis sons, William P. Lauder and Gary M. Lauder, will succeed to his rights to be nominated as a director and to designate one nominee. If either sto serve by reason of his death or disability, the other son will have the right to designate a nominee. Similarly, Aerin Lauder and Jane Lauder, RoLauder's daughters, will succeed to their father's rights if he should cease to be a director by reason of his death or disability. If either daughter is serve by reason of her death or disability, the other daughter will have the right to designate a nominee. In the event none of Leonard A. Lauder aand Ronald S. Lauder and his daughters are able to serve as directors by reason of death or disability, then the rights under the Stockholders' Agra nominee and to designate a nominee will cease.

The Company is a "controlled company" under the rules of the New York Stock Exchange because the Lauder family and their related entitiethan 50% of the voting power of the outstanding voting stock. As such, the Company may avail itself of exemptions relating to the independencBoard and certain Board committees. Despite the availability of such exemptions, the Board of Directors has determined that it will have a majorindependent directors and that both the Nominating and Board Affairs Committee and the Compensation Committee will have otherwise require

in their charters. As permitted by the New York Stock Exchange rules for "controlled companies," our Board does not require that the NominatingAffairs Committee and Compensation Committee be comprised solely of independent directors.

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Board Committees. The Board of Directors has established three standing committees – the Audit Committee, the Compensation Committee (includes the Stock Plan Subcommittee), and the Nominating and Board Affairs Committee. Each director on these committees is an independent except for William P. Lauder and Richard D. Parsons.

The members of the committees are set forth in the following table:

Copies of the charters adopted by the Board of Directors for each committee may be found in the "Investor Relations" section of the Companwww.elcompanies.com , within the "Leadership" subsection under the heading "Corporate Governance" by selecting "Committees." Stockholders mcontact Investor Relations at 767 Fifth Avenue, New York, New York 10153 or call 800-308-2334 to obtain a hard copy of these documents with

The Audit Committee, among other things, appoints the independent auditors; reviews the independence of such auditors; approves the scopannual audit activities of the independent auditors and the Company's Internal Control Department; reviews audit results; reviews and discusses Company's financial statements with management and the independent auditors; reviews and discusses with the Board the Company's risk assessmanagement processes; and is responsible for our policy for the review of related person transactions. The Committee also meets separately, at lewith the Chief Financial Officer and Chief Internal Control Officer and with representatives of the independent auditor. The Board of Directors hdetermined that each of the Committee Members – Mr. Hockaday, Ms. Hobson, Mr. Fribourg, and Mr. Zannino – qualifies as an "Audit CommitteExpert" in accordance with the rules of the SEC.

The Compensation Committee establishes and approves compensation plans and arrangements with respect to the Company's executive offiadministers the Company's Executive Annual Incentive Plan. The Stock Plan Subcommittee has the authority to adopt and administer the Compa

16

Director Audit

Committee Compensation

Committee

Nominating andBoard Affairs

Committee

Charlene Barshefsky ü Rose Marie Bravo† ü Wei Sun Christianson ü

Paul J. Fribourg† ü ü Mellody Hobson ü Irvine O. Hockaday, Jr.* ChairWilliam P. Lauder ü

Richard D. Parsons Chair ü

Lynn Forester de Rothschild Chair

Barry S. Sternlicht ü

Richard F. Zannino† ü ü

† Also member of Stock Plan Subcommittee* Presiding Director


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share incentive plans. In 2012, the Board of Directors established an Employee Equity Award Committee, the sole member of which is Mr. Freda purpose of this Committee is to make limited grants of equity awards under the share incentive plan to employees who are not execut ive officersCommittee has not made any grants. The Nominating and Board Affairs Committee, among other things, recommends nominees for election as mthe Board, considers and makes recommendations regarding Board practices and procedures, and reviews the compensation for service as a Boar

Each committee reports regularly to the Board and has authority to engage its own advisors.

Compensation Committee Interlocks and Insider Participation. In fiscal 2014, Ms. Bravo, Mr. Fribourg, Mr. Parsons, Mr. Sternlicht, and Mr. Zanserved on the Compensation Committee. None of these directors is a former or current officer or employee of the Company or any of its subsidiar

fiscal 2014, none of our executive officers served as a member of the compensation committee (or other committee performing similar functions)director of any other entity of which an executive officer served on our Board or Compensation Committee. None of the directors who served on Compensation Committee during fiscal 2014 has any relationship requiring disclosure under this caption under the rules of the SEC.

Board and Board Committee Meetings; Attendance at Annual Meetings; Executive Sessions. Directors are expected to devote sufficient time tocarrying out their duties and responsibilities effectively, and should be committed to serve on the Board for an extended period of time. In furtheBoard's role, directors are expected to attend all scheduled Board and Board committee meetings and all meetings of stockholders. In fiscal 2014of Directors met six times, the Compensation Committee met five times, the Stock Plan Subcommittee met four times, the Audit Committee met eand the Nominating and Board Affairs Committee met three times. The total combined at tendance for all Board and committee meetings was oveno director attended less than 75% of Board and committee meetings. The non-employee directors met six times in executive session in fiscal 20including at least one meeting at which only independent directors were present. All of the directors who were on the Board attended the AnnualStockholders in November 2013, except two directors who were unable to at tend.

Irvine O. Hockaday, Jr. served as the Presiding Director for all executive sessions of the Board of Directors in fiscal 2014. Mr. Hockaday has bappointed by the Board to serve for an additional one-year term beginning after the 2014 Annual Meeting. The Presiding Director serves a one-y beginning with the meeting of the Board immediately following the Annual Meeting of Stockholders and is selected from among the independeof the Board.

Board Leadership Structure. Our Board is currently led by our Executive Chairman, who is a member of the Lauder family. As provided in ourCorporate Governance Guidelines, we also have an independent director who serves as our Presiding Director. The remaining directors include oand Chief Executive Officer, nine other non-employee directors (eight of whom are independent), and three more members of the Lauder family. the directors are independent.

The Board of Directors considers this structure appropriate in view of the Lauder family's significant investment in the Company, including dindirect holdings of more than 86% of the voting power of the outstanding voting stock. The structure also comports with the Stockholders' Agreamong various members of the Lauder family and the Company, which was originally entered into in connection with our initial public offering "Additional Information Regarding the Board of Directors – Stockholders' Agreement and Lauder Family Control" above.

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In addition to his responsibilities as Chairman of the Board, Mr. W. Lauder, as Executive Chairman, works with the President and Chief Execto set overall vision, strategy, financial objectives, and investment priorities for the business. He also continues to provide high-level leadership are important to the Company, including marketing, trade relations, global communications, and regulatory affairs. Mr. Hockaday, the current PrDirector, presides at all meetings or executive sessions of non-employee or independent directors.

Board Role in Risk Oversight. Our Board of Directors regularly receives reports from our President and Chief Executive Officer and other memsenior management regarding areas of significant risk to us, including strategic, operational, financial, legal and regulatory, and reputational risksenior management is responsible for assessing and managing the Company's various risk exposures on a day-to-day basis. In this regard, manageestablished functions that focus on particular risks, such as the Company's Legal Department, Treasury Group, and Environmental Affairs and SaDepartment, and has over time developed a more systemic and integrated approach to overall risk management, which includes the identificationmitigation plans in the strategic planning process. The Board's role is one of oversight, assessing major risks facing the Company and reviewing their mitigation with management. In addition, the Audit Committee reviews and discusses with management our enterprise risk management pro

Risk in Compensati on Programs. In 2010, we developed a framework for evaluating incentive plan design features that may encourage or helprisk, such as a mix of compensation elements, metrics, leverage, caps, and time horizons in order to determine whether the risks arising from our c programs (in addi tion to those applicable only to executive officers) were reasonably l ikely to have a material adverse effect on the Company. Uframework again in 2014, which included review of our incentive plans covering our management employees and plans otherwise used in our mosignificant operations, we concluded that our compensation programs are not reasonably likely to have a material adverse effect on the Companywere reviewed with senior management and the Compensation Committee.

Director Qualificat ions. Our Board is comprised of individuals with d iverse and complementary business experience, leadership experience, afinancial expertise. Many of our current directors have leadership experience at major domestic and multinational companies, as well as experien boards of other companies and organizat ions, which provides an understanding of different business processes, challenges, and strategies. Other

have government, legal, public policy, and media experience that provides insight into issues faced by publ ic companies. The members of the Boinquisitive and collaborative, challenging yet supportive, and demonstrate maturity and sound judgment in performing their duties. In addition tattributes, skills, and experience, and their significant personal investments in the Company, Lauder Family Members (including related entities)the Company have agreed to vote their shares in favor of four individuals. They are the four Lauder family members who are currently on the Bo

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The Board believes that the above-mentioned attributes, along with the leadership skills and other experience of its Board members, some ofdescribed in the table after this paragraph, provide the Company with the appropriate perspectives and judgment to guide the Company's long-temonitor progress and, in general, oversee management. Nominees for election at the Annual Meeting on November 14, 2014 have an asterisk (*)names.

19

Charlene Barshefsky* • International, government, and public policy experience as United States Trade Representative • Legal experience, including current role as Senior International Partner at WilmerHale • Board experience at American Express Company, Starwood Hotels & Resorts Worldwide Inc., and Intel Corpor • Trustee of the Howard Hughes Medical Institute

Rose Marie Bravo • Global management, marketing, retail, and consumer and luxury brand industry experience as former Chief ExBurberry, various leadership positions at Saks Fifth Avenue (including as President) and Macy's (including as Cand Chief Executive Officer of I. Magnin), and in senior roles in merchandising the Beauty category for much career

• Board experience at Tiffany & Co. and Williams-Sonoma, Inc. • Experience working abroad • Merchandise and product development expertise

Wei Sun Christianson*

• Global management and investment banking experience as Managing Director and Co-Chief Executive OfficePacific and Chief Executive Officer of China at Morgan Stanley based in Beijing

• Experience working abroad, particularly in China • Financial expertise • Government experience (in Hong Kong)

• Legal experienceFabrizio Freda*

• Global management, marketing, and other business, consumer, and luxury brand industry experience as Presid

Chief Executive Officer of The Estée Lauder Companies Inc. • Similar experience, including developing and leading global organizations, in leadership positions at The Pro

Gamble Company and Gucci SpA • Experience leading successful creative organizations with innovation programs based on research and develop • Board experience at BlackRock, Inc. • Experience living and working in several countries • Financial expertise


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20

Paul J. Fribourg • Global management, marketing, and other business experience as Chairman and Chief Executive Officer of CoGrain Company

• Board experience at Loews Corporation, Burger King Worldwide, Inc., and Apollo Global Management, LLC • Affiliation with leading business and public policy associations (Council on Foreign Relations) • Financial expertise

Mellody Hobson

• Management and investment experience as President of Ariel Investments, LLC • Board experience at DreamWorks Animation SKG, Inc., Starbucks Corporation, and Groupon, Inc.

• Media experience as on-air regular contributor and analyst on finance, the markets, and economic trends for C • Financial expertise

Irvine O. Hockaday, Jr.

• Global business experience and consumer brand industry experience as former CEO of Hallmark Cards, Inc. • Board experience at numerous public companies, including Aratana Therapeutics, Inc., Ford Motor Company,

Sprint Nextel Corporation • Financial expertise • Legal experience

Aerin Lauder

• Marketing and other consumer and luxury brand industry experience through leadership roles at The Estée LaCompanies Inc. since joining in 1992 and the creation and leadership of Aerin LLC

• Significant stockholder and Stockholders' Agreement

Jane Lauder*

• Management, marketing and other industry experience through leadership roles at The Estée Lauder Companisince joining in 1996

• Significant stockholder and Stockholders' Agreement

Leonard A. Lauder*

• Global business, marketing, and consumer and luxury brand industry experience through leadership roles at TLauder Companies Inc. since joining in 1958

• Experience leading successful creative organizations with innovation programs based on research and develop • Affiliation with leading business, civic, and public policy associations • Charter Trustee of The University of Pennsylvania • Significant stockholder and Stockholders' Agreement


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William P. Lauder • Global business, marketing, Internet, retail, and consumer and luxury brand industry experience through leaderoles at The Estée Lauder Companies Inc. since joining in 1986

• Experience leading successful creative organizations with innovation programs based on research and develop • Board experience at Jarden Corporation, GLG Partners, Inc., and True Temper Sports, Inc. • Trustee of University of Pennsylvania and lecturer at The Wharton School • Financial expertise • Significant stockholder and Stockholders' Agreement

Richard D. Parsons

• Global business, marketing, media, Internet, banking, and other business and consumer brand experience throuleadership roles at Time Warner Inc. and Dime Bancorp, Inc. • Board experience at Citigroup, Inc., Time Warner Inc., The Madison Square Garden Company, and Lazard Ltd • Private equity experience at Providence Equity Partners LLC • Legal and government experience • Financial expertise

Lynn Forester de Rothschild

• Global business and investment experience as Chief Execut ive of E.L. Rothschild LLC and CEO of FirstMarkHoldings, Inc.

• Board and media experience as director of The Economist Newspaper Limited • Affiliation with leading business and public policy associations (Council on Foreign Relations) • Experience working abroad • Legal and government expertise • Financial expertise

Barry S. Sternlicht • Global business, investment, real estate, financial, private equity, entrepreneurial, and consumer brand and luxindustry expertise at Starwood Capi tal Group, Chairman of Starwood Property Trust, Inc., and founder and formExecutive of Starwood Hotels & Resorts Worldwide, Inc.

• Board experience at Starwood Property Trust, Inc., Ellen Tracy, Field & Stream, Restoration Hardware HoldingMammoth Mountain, and as Chairman of Baccarat

• Trustee of Brown University • Financial expertise

Richard F. Zannino

• Management, media, finance, retail, and consumer brand industry experience in various positions at Dow JoneCompany, Inc. (including CEO, COO, and CFO), Liz Claiborne, Inc. (including CFO), and Saks Fifth Avenue (CFO)

• Consumer, retail, media, and private equity experience at CCMP Capital Advisors, LLC • Board experience at Dow Jones & Company, Inc., IAC/InterActiveCorp, and Francesca's Holdings Corporation • Trustee of Pace University • Financial expertise


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The Company does not have a specific policy on diversity of the Board. Instead, the Board evaluates nominees in the context of the Board awith the objective of recommending a group that can best support the success of the business and, based on the group's diversity of experience, rstockholder interests through the exercise of sound judgment. Such diversity of experience may be enhanced by a mix of different professional a backgrounds and experiences. The Company is proud to have a board that i s highly diverse, including with respect to gender and race.

Board Membership Criteria. The Nominating and Board Affairs Committee works with the Board on an annual basis to determine the approprcharacteristics, skills, and experience for the Board as a whole and for its individual members. All directors should possess the highest personal a professional ethics as well as an inquisit ive and objective perspective, pract ical wisdom, and mature judgment. In evaluating the suitability of inBoard members, the Board takes into account many factors, including general understanding of marketing, finance, and other disciplines relevansuccess of a large publicly traded company in today's business environment; understanding of the Company's business on a technical level; and eand professional background. The Board evaluates each individual in the context of the Board as a whole, with the objective of recommending acan best support the success of the business and, based on i ts diversity of experience, represent stockholder interests through the exercise of sounIn determining whether to recommend a director for re-election, the Nominating and Board Affairs Committee also considers the director's past ameetings and participation in and contributions to the activities of the Board.

Upon determining the need for additional or replacement Board members, the Nominating and Board Affairs Committee will identify one ordirector candidates and evaluate each candidate under the criteria described above based on the information it receives with a recommendation ootherwise possesses, which information may be supplemented by addi tional inquiries. Application of these criteria involves the exercise of judgmcannot be measured in any mathematical or routine way. Based on its assessment of each candidate's independence, skills, and qualifications anddescribed above, the Committee will make recommendations regarding potential director candidates to the Board. The Committee may engage thto assist in the search for director candidates or to assist in gathering information regarding a candidate's background and experience. The Commevaluate stockholder-recommended candidates in the same manner as other candidates. Candidates may also be designated pursuant to the StockAgreement. See "Additional Information Regarding the Board of Directors – Stockholders' Agreement and Lauder Family Control" above.

Board Independence Standards for Directors. To be considered "independent" for purposes of membership on the Company's Board of DirectorBoard must determine that a director has no material relationship with the Company, including any of its subsidiaries, other than as a director. Fodirector, the Board broadly considers all relevant facts and circumstances. In making its determination, the Board considers the following categorelationships to be material, thus precluding a determination that a director is "independent":

(i) the director is an employee of the Company, or an immediate family member of the director is an executive officer of the Company, or wasemployed during the last three years.

(ii) the director receives, or an immediate family member of the director receives, during any twelve-month period within the last three years, $120,000 in direct compensation from the Company, other than di rector and committee fees and pension or other forms of deferred compe prior service (provided such compensation is not cont ingent in any way on continued service).

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(iii) (A) the director is a current partner or employee of a firm that is the Company's internal or external auditor, (B) the director has an immedimember who is a current employee of such a firm, (C) the director has an immediate family member who is a current employee of such a fi personal ly works on the Company's audit , or (D) the director or an immediate family member of the di rector was within the last three yearemployee of such a firm and personally worked on the Company's audit within that time.

(iv) the director or an immediate family member of the director is, or has been within the last three years, employed as an executive officer of acompany where any of the Company's present executive officers at the same time serves or served on that company's compensation comm

(v) the director is a current employee, or an immediate family member of the director is a current executive officer, of a company that has madto, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the g$1 million, or 2% of such other company's consolidated gross revenues.

Additionally, the following relationships will not be considered to be "material" relationships that would impair a director's independence:

(i) any of the relationships described in (i)-(v) above, if such relationships occurred more than three years ago, or

(ii) if a director is a current employee, or an immediate family member of a director is a current executive officer of another company that doewith the Company and such other company, during the current or last fiscal year, made payments to or received payments from, the Compthan $1 million or 2% of such other company's consolidated gross revenues, whichever is greater.

Contributions to tax exempt organizations shall not be considered payments for purposes of these independence standards. An "immediate famember" includes a di rector's spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-laanyone (other than domestic employees) who shares such person's home.

The Board reviews at least annually whether directors meet these Director Independence Standards.

The following directors, including two of the five nominated for re-election, have been determined by the Board to be "independent" pursuaYork Stock Exchange rules and the Company's Independent Director Standards described above: Charlene Barshefsky, Rose Marie Bravo, Wei SuChristianson, Paul J. Fribourg, Mellody Hobson, Irvine O. Hockaday, Jr., Lynn Forester de Rothschild, Barry S. Sternlicht, and Richard F. Zannin

In addition to the foregoing, in order to be considered "independent" under New York Stock Exchange rules for purposes of serving on the CAudit Committee or Compensation Committee, a director also may not accept, directly or indirectly, any consulting, advisory, or other compensafrom the Company, other than as a director, and may not be an "affiliated person" of the Company. Audit Committee members may receive directfixed payments for prior service with the Company. The Board has determined that each member of the Audit Committee and each independent mthe Compensation Committee meets these additional independence requirements.

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Communications with the Board. A stockholder or any other interested party who wishes to communicate with the Board, any Committee therenon-management directors as a group, or any individual director, including the Presiding Director for the executive sessions of the Board, may doaddressing the correspondence to that individual or group, c/o Sara E. Moss, Executive Vice President and General Counsel, The Estée Lauder Companies Inc., 767 Fifth Avenue, New York, New York 10153. She, or her designee, will review all such correspondence to determine that the sthe correspondence relates to the dut ies and responsibilities of the Board or individual Board member before forwarding the correspondence to threcipient. Spam, junk mail, solicitations, and hostile, threatening, illegal , or similarly unsuitable material will not be forwarded to the intended reif circumstances warrant, may be forwarded to the Company's security staff. Any communication that is not forwarded may be made available to trecipient at his or her request.

Director Nominees Recommended by Stockhol ders. The Nominating and Board Affairs Committee will consider stockholder recommendations nominees in the same manner as and pursuant to the same criteria by which it considers all other nominees, except for nominations received pursStockholders' Agreement. See "Board Membership Criteria" above. Stockholders who wish to suggest qualified candidates should send their writrecommendation to the Nominating and Board Affairs Committee, c/o Sara E. Moss, Executive Vice President and General Counsel, The Estée LCompanies Inc., 767 Fifth Avenue, New York, New York 10153. The following information must accompany any such recommendation by a stoc(i) the name and address of the stockholder making the recommendation; (ii) the name, address, telephone number, and social security number of proposed nominee; (iii) the class or series and number of shares of the Company that are beneficially owned by the stockholder making the reco(iv) a description of all arrangements or understandings between the stockholder and the candidate, and an executed written consent of the propoto serve as a director of the Company if so elected; (v) a copy of the proposed nominee's resume and references; and (vi) an analysis of the candidqualifications to serve on the Board of Directors and on each of the Board's committees in light of the criteria for Board membership established See "Board Membership Criteria" above. For stockholders intending to nominate an individual for election as a director directly, there are specifset forth in our bylaws. See "Stockholder Proposals and Direct Nominations for the 2015 Annual Meeting" below.

Corporate Governance Guidelines and Code of Conduct

The Board of Directors has developed corporate governance practices to help it fulfill its responsibilities to stockholders in providing generaand oversight of management of the Company. These practices are set forth in the Company's Corporate Governance Guidelines. The Company aCode of Conduct ("Code") applicable to all employees, officers, and directors of the Company, including, without limitation, the Chief ExecutivChief Financial Officer, and other senior officers. These documents, as well as any waiver of a provision of the Code granted to any senior officeror material amendment to the Code, if any, may be found in the "Investor Relations" section of the Company's website:www.elcompanies.com within the"Leadership" subsection under the heading "Corporate Governance." Stockholders may also contact Investor Relations at 767 Fifth Avenue, NewYork 10153 or call 800-308-2334 to obtain a hard copy of these documents without charge.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and any persons who own more than 10%Class A Common Stock, to file forms

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reporting their initial beneficial ownership of common stock and subsequent changes in that ownership with the SEC and the New York Stock ExOfficers, directors, and greater-than-10% beneficial owners also are required to furnish the Company with copies of all forms they file under SectBased solely upon a review of the copies of the forms furnished to the Company, or a written representation from a reporting person that no Formrequired, the Company believes that during the 2014 fiscal year, all Section 16(a) filing requirements were satisfied.

Policy and Procedures for the Review of Related Person Transactions

We have a written policy that sets forth procedures for the review and approval or ratification of t ransactions involving "Related Persons" (thwhich persons consist of any director, nominee for director, executive officer, or greater-than-5% stockholder of the Company, and the "Immediat

Members" of any such director, nominee for director, executive officer, or greater-than-5% stockholder. The Audit Committee (or its Chair under circumstances) is responsible for applying the Policy with the assistance of the Executive Vice President and General Counsel ("EVP GC") or desany).

"Transactions" covered by the Policy consist of any financial transaction, arrangement or relationship (including any indebtedness or guaranindebtedness) or any series of similar transactions, arrangements or relationships in which:

(i) with respect to any fiscal year, any transaction which is currently proposed or has been in effect at any time since the beginning of such fiswhich the Company was, is or is proposed to be a participant; and

(ii) a person who at any time during such fiscal year was a Related Person had, has or will have a direct or indirect material interest.

Determination of materiality may include the importance of the interest to the Related Person (financially or otherwise); the relationship of tPerson to the Transaction and of Related Persons with each other; the dollar amount involved in the Transaction; and whether any Related Persohave a direct material interest or an indirect material interest in the transaction.

The Policy includes a list of categories of transactions identified by the Board as having no significant potential for an actual or the appearaconflict of interest or improper benefit to a Related Person, and thus are not subject to review by the Audit Committee ("Excluded Transactions")Transactions include certain transactions in the ordinary course of business between the Company and another enti ty with which a Related Persoaffiliated and certain discretionary charitable contributions by the Company to an establ ished non-profit entity with which a Related Person is aflong as the amounts involved are below certain percentages of the consolidated gross revenues of the Company and the Related Person.

Each Transaction by a Related Person should be reported to the EVP GC, or designee, for presentation to the Audit Committee for approval pconsummation, or for ratification, if necessary, after consummation. The EVP GC or designee will assess whether any proposed transaction involvRelated Person is a related person transaction covered by the Policy, and if so, the transaction will be presented to the Audit Committee for revieconsideration at its next meeting or, in those instances in which the EVP GC or designee determines that it is not practicable or desirable for the Cwait until the next Audit Committee meeting, to the Chair of the Audit Committee. If the EVP GC or designee potentially may be involved in a rtransaction, the applicable person is required to inform the Chief Executive Officer and the Chair of the Committee.

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Transactions by Related Persons (other than Excluded Transactions) will be reviewed and be subject to approval by the Audit Committee. If possapproval will be obtained before the Company commences the transaction or enters into or amends any contract relating to the transaction. If advCommittee approval of a related person transaction is not feasible or not identified prior to the commencement of a transaction, then the transactconsidered and, if the Audit Committee determines it to be appropriate, ratified at the Audit Committee's next regularly scheduled meeting.

In determining whether to approve or ratify a related person transaction covered by the Policy, the Audit Committee may take into account sdeems appropriate, which may include (if applicable), but not be limited to:

• the materiality of the in terest of the Related Person in the Transaction;

• the fairness or reasonableness of the Related Person Transaction to the Company;• the availability of other sources for comparable products or services;

• the terms of the Transaction; and

• the terms available to unrelated third parties or to employees generally.

A member of the Audit Committee who is a Related Person in connection with a particular proposed related person transaction will not partidiscussion or approval of the transaction, other than discussions for the purpose of providing material information concerning the transaction to tCommittee.

Certain Relationships and Related Transactions

Lauder Family Relat ionships and Compensation. Leonard A. Lauder is Chairman Emeritus. His brother, Ronald S. Lauder is Chairman of Cliniq

Laboratories, LLC. Leonard A. Lauder has two sons, William P. Lauder and Gary M. Lauder. William P. Lauder is Executive Chairman and in sucChairman of the Board of Directors. Gary M. Lauder is not an employee of the Company. Ronald S. Lauder and his wife, Jo Carole Lauder, have tdaughters, Aerin Lauder and Jane Lauder, both of whom are directors of the Company. Aerin Lauder is also Style and Image Director for the Esté brand (see "Agreements with Aerin Lauder" below for additional information). Jane Lauder is also Global Brand President, Clinique.

For fiscal 2014, the following Lauder Family Members received the following amounts from the Company as compensation: Leonard A. Lauan aggregate of $1,600,000 for his services; Ronald S. Lauder received $650,000 in salary and a bonus of $420,850; and Jane Lauder received $5salary and a bonus of $350,250, stock options in respect of 12,661 shares of Class A Common Stock, performance share units in respect of 4,213 Class A Common Stock, and restricted stock units in respect of 4,213 shares of Class A Common Stock. In connection with Ms. Lauder's promotiBrand President, Clinique, effective April 1, 2014, her salary was increased to $650,000. Each of these Lauder Family Members is entitled to parstandard benefit plans, such as the Company's pension and medical plans. For information regarding fiscal 2014 compensation for William P. Lau"Executive Compensation" below.

For fiscal 2015, Leonard A. Lauder is being paid on a per diem basis with an aggregate limit of $1,600,000; Ronald S. Lauder has a base sala$650,000 and bonus opportunities with a target

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payout of $350,000; and Jane Lauder has a base salary of $676,000 and bonus opportunit ies with a target payout of $490,000. On September 3, Lauder was granted stock options with respect to 14,976 shares of Class A Common Stock, performance share units with a target payout of 4,303Class A Common Stock, and restricted stock units in respect of 4,303 shares of Class A Common Stock, in each case for fiscal 2015. The grants wconsistent with those made to employees at her level. For information regarding fiscal 2015 compensation for William P. Lauder, see "CompensaDiscussion and Analysis" below. Leonard A. Lauder's current employment agreement (the "LAL Agreement") provides for his employment as ChEmeritus until such time as he resigns, retires, or is terminated. Mr. L. Lauder is entitled to participate in standard benefit plans, such as the Comp pension and medical plans. Mr. L. Lauder is enti tled to participate in the Amended and Restated Fiscal 2002 Share Incentive Plan, but no grantsmade to him under the plan to date. If Mr. L. Lauder retires, the Company will continue to provide him with the office he currently occupies (or aoffice if the Company relocates) and a full-time executive secretary for as long as he would like. The Company may terminate Mr. L. Lauder's emany time if he becomes "permanently d isabled," in which event Mr. L. Lauder will be entitled to (i) receive his base salary for a period of two yeatermination, (ii) receive bonus compensation during such salary continuation period at an annual rate equal to the average of the actual bonuses prior to such termination under the LAL Agreement (the "Leonard Lauder Bonus Compensation"), and (iii ) participate in the Company's benefit years. In the event of Mr. L. Lauder's death during the term of his employment, for a period of one year from the date of Mr. L. Lauder's death, hisor legal representative will be entitled to receive Mr. L. Lauder's base salary and the Leonard Lauder Bonus Compensation. Mr. L. Lauder may teemployment at any time upon six months' written not ice to the Company, in which event Mr. L. Lauder will be entitled to receive his base salaryLeonard Lauder Bonus Compensation for the six-month period following termination. In addition, the Company may terminate Mr. L. Lauder's efor any reason upon 60 days' written notice. In the event of termination of his employment by the Company (other than for cause, disability, or determination by Mr. L. Lauder for good reason after a change of control, (a) Mr. L. Lauder, for a period of three years from the date of termination, entitled to (i) receive his base salary in effect at the t ime of termination, (ii) receive the Leonard Lauder Bonus Compensation, (iii) participate in Company's benefit plans and (b) in the case of termination by the Company (other than for cause, disability, or death), Mr. L. Lauder will not be snon-competition covenant contained in the LAL Agreement. Upon termination for any reason, any options previously granted to Mr. L. Lauder wexercisable for the remainder of their respective terms, subject to certain non-competition and good conduct provisions.

As used in this Proxy Statement, the term "Lauder Family Members" includes only the following persons: (i) the estate of Mrs. Estée Lauder;descendant of Mrs. Lauder (a "Lauder Descendant") and their respective estates, guardians, conservators, or committees; (iii) each "Family Contr(as defined below); and (iv) the trustees, in their respective capacities as such, of each "Family Controlled Trust" (as defined below). The term "F

Controlled Entity" means: (i) any not-for-profit corporation if at least 80% of its board of directors is composed of Lauder Descendants; (ii) any ocorporation if at least 80% of the value of its outstanding equity is owned by Lauder Family Members; (iii) any partnership if at least 80% of the partnership interests are owned by Lauder Family Members; and (iv) any limited liabili ty or similar company if at least 80% of the value of the cowned by Lauder Family Members. The term "Family Controlled Trust" includes certain trusts existing on November 16, 1995 and trusts the prim beneficiaries of which are Lauder Descendants, spouses of Lauder Descendants, and/or charitable organizations, provided that if the trust is a whcharitable trust, at least 80% of the t rustees of such trust consist of Lauder Descendants.

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Registration Rights Agreement. Leonard A. Lauder, Ronald S. Lauder, The Estée Lauder 1994 Trust, William P. Lauder, Gary M. Lauder, AerinJane Lauder, certain Family Controlled Entities and other Family Controlled Trusts, Morgan Guaranty Trust Company of New York ("Morgan Guand the Company are parties to a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which each of Leonard A. LRonald S. Lauder, and Morgan Guaranty have three demand registration rights and The Estée Lauder 1994 Trust has six demand registration righof shares of Class A Common Stock (including Class A Common Stock issued upon conversion of Class B Common Stock) held by them. Three demand rights granted to The Estée Lauder 1994 Trust may be used only by a pledgee of The Estée Lauder 1994 Trust's shares of Common Stock parties to the Registration Rights Agreement (other than the Company) also have an unlimited number of piggyback registration rights in respecshares. The rights of Morgan Guaranty and any other pledgee of The Estée Lauder 1994 Trust under the Registration Rights Agreement will be eonly in the event of a default under certain loan arrangements. Leonard A. Lauder and Ronald S. Lauder may assign their demand registration rigFamily Members. The Company is not required to effect more than one registration of Class A Common Stock in any consecutive twelve-month piggyback registration rights allow the holders to include their shares of Class A Common Stock in any registration statement filed by the Compto certain limitations.

The Company is required to pay all expenses (other than underwriting discounts and commissions of the selling stockholders, taxes payable selling stockholders, and the fees and expenses of the selling stockholders' counsel) in connection with any demand registrations, as well as any pursuant to the exercise of piggyback rights. The Company has agreed to indemnify the sell ing stockholders against certain liabilit ies, includingarising under the Securities Act of 1933.

Stockholders' Agreement. All Lauder Family Members (other than The 4202 Corporation) who beneficially own shares of Common Stock are the Stockholders' Agreement. Aerin Lauder and Jane Lauder are parties to the Stockholders' Agreement solely as trustees of certain trusts. The stowho are parties to the Stockholders' Agreement beneficially owned, in the aggregate, shares of Common Stock having approximately 83% of the power of the Company on September 15, 2014. Such stockholders have agreed to vote in favor of the election of Leonard A. Lauder (or one of hRonald S. Lauder (or one of his daughters) and one designee, if any, of each as d irectors. See "Additional Information Regarding the Board of DiStockholders' Agreement and Lauder Family Control" above. Parties to the Stockholders' Agreement, may, without restriction under the agreeme

shares in a widely distributed underwritten public offering, in sales made in compliance with Rule 144 under the Securities Act of 1933 or to othFamily Members. In addition, each party to the Stockholders' Agreement may freely donate shares in an amount not to exceed 1% of the outstandCommon Stock in any 90-day period. In the case of other private sales, each stockholder who is a party to the Stockholders' Agreement (the "OffStockholder") has granted to each other party (the "Offeree") a right of first offer to purchase shares of Class A Common Stock that the Offering Sintends to sell to a person (or group of persons) who is not a Lauder Family Member. Each Offeree has the opportunity to purchase the Offeree's p portion of the shares to be offered by the Offering Stockholder, as well as addi tional shares not purchased by other Offerees. Any shares not purc pursuant to the right of first offer may be sold at or above 95% of the price offered to the Offerees. The Stockholders' Agreement also includes pr bona fide pledges of shares of Common Stock and procedures related to such pledges. The Stockholders' Agreement will terminate upon the occcertain specified events, including the transfer of shares of Common Stock by a party to the Stockholders' Agreement that causes all parties thereimmediately after such transaction to own beneficially in the aggregate shares having less than 10% of the total voting power of the Company.

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Agreements with Aerin Lauder. In April 2011, Estee Lauder Inc. ("ELI"), a subsidiary of the Company, entered into (a) a creative consultant agwith Aerin Lauder (the "Creative Consultant Agreement") and (b) a brand license agreement with Ms. Lauder and Aerin LLC, a limited liabili ty cwholly owned by Ms. Lauder (the "License Agreement"). In connect ion with the agreements, she ceased to be Senior Vice President, Creative DirEstée Lauder brand.

Under the Creative Consultant Agreement, Aerin Lauder is a spokesperson for the Estée Lauder brand and collaborates with the Estée LaudeDirector on creative aspects of the brand as Style and Image Director. The initial term of the agreement expires on June 30, 2016. Ms. Lauder rece$757,000 in fiscal 2014 for her services under the agreement. She will receive $787,000 in fiscal 2015. For future fiscal years, that amount will b4% each year. During the term of the agreement, the Company has the exclusive right to use Ms. Lauder's name and image to market beauty prodrelated services of the Estée Lauder brand. Ms. Lauder agrees to a minimum of 35 full days of personal appearances worldwide per year for the brCompany or its subsidiaries. If ELI requires Ms. Lauder to provide additional days per year, she will be paid $23,000 per extra day for fiscal 2015daily fee increasing $1,000 in each subsequent fiscal year. Ms. Lauder will be provided with an office and access to an assistant in connection wiservices.

Under the License Agreement, Aerin LLC has granted ELI a worldwide license to use the "Aerin" trademark and "A" logo (and related marksMs. Lauder's name and image (i) exclusively in connection with "Core Beauty Products" (cosmetics, fragrances, toiletries, skin care, hair care, va beauty accessories) and (ii) non-exclusively in connection with "Non-Core Beauty Products" (cosmetics bags, tote bags, and fragranced candles)Agreement covers the name "Aerin" and not the name "Lauder," for which the Company and it s subsidiaries retain sole ownership. The initial licelasts until June 30, 2017, with three 5-year renewal terms if ELI does not give notice of non-renewal and net sales hit certain performance targetscures a sales shortfall, in certain circumstances). Aerin LLC will receive the following royalt ies: (i) for all products other than fragrances, 4% of asales up to $40 million and 5% of annual net sales in excess thereof; and (ii) for fragrances, 5% of annual net sales. For fiscal 2014, Aerin LLC wapproxim

el - arfy2014 - proxy.pdf

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